When it's dark enough, you can see the stars
by StarryDreamer01
Summary: Everyone has secrets, even Jemma Simmons.
1. Prologue

**A/N: **_Anytha84_ and I have been bouncing around AOS FitzSimmons theories for a few days now and this one particularly stuck with me. Then later I saw a spec on tumblr from _theagentsbehindshield_ that seemed to almost validate my speculation. So I decided to put it to paper, so to speak. We'll see if I end up right in the end! So I owe that blog a big ole thanks for the nudge in the right direction.

Initially this prologue was going to appear as part of "Story of Us" in chapter 10. Obviously, I cut it and I think it's better served with this particular story. It was also written as thank you to _baker's huntress_ who was so generous with reviews.

The title is a quote from Ralph Waldo Emmerson that I first came across through the Rookie Blue fandom. I think it'll fit rather nicely here as well.

* * *

**PROLOGUE**

Nick Fury stands out in a crowd. His tall, imposing figure and one good eye call people's attention to him almost immediately. He'd never readily admit it, but most days he's glad to be out of the field and administering from Triskelion. From his office high above Washington, D.C. it's as though he can see everything and in spite of his ranking position, he's still easily able to keep up with his contacts in the field. When word arrives that there's an explosion at the A.I.M. Glasgow facility, he digs a little deeper and calls his contacts in Scotland.

What Fury discovers intrigues him: the victim was on S.H.I.E.L.D's watch list; but he can't investigate the matter himself. He's too noticeable, too much the public figure. Instead, he turns to an agent he'd personally recruited, someone that he knows he can trust implicitly.

…

Phil Coulson is a master at blending in. People tend to underestimate him, believing that he's a banker or a high school teacher or even a news anchor. It's his unassuming nature that allows him to so easily acquire pertinent information and it makes him an asset as a S.H.I.E.L.D agent.

It's because of these qualities that Director Fury sends him on his first international assignment to Glasgow, Scotland.

As a secret terrorist organization, A.I.M operates under the guise of creating effective technological inventions meant to assist the developing world. Too frequently, scientists and technicians were recruited by the allure of using their skills to better the world and wound up unknowingly facilitating insurgences.

Andrew Fitz had been one of A.I.M's leading developers and according to surveillance records, he was hired upon graduation from the University of Glasgow. What strikes Coulson as odd as he looks through the files, is that the dates listed don't sync up. The university's tech department had shuttered its doors well before Fitz's reported graduation and it would've been impossible for him to have had a degree in the subject listed if the dates were to be believed.

Coulson scours the internet for postings on the explosion and any local reports of strange occurrences. What he discovers is that the official word from A.I.M is that Fitz's body had been burned beyond recognition due to an incorrect transfer of tert-butyllithium. A fireball, they reveal, had erupted in the lab leaving everything in its wake destroyed.

What the reporters don't mention is why a technician, an _engineering_ technician, was handling a pyrophoric substance that needed an exact cannula transfer. In his first report upon arriving in Glasgow, Coulson notes his suspicion that perhaps the explosion may have been more than just an unfortunate lab accident.

Outside of the southern sector of the A.I.M. technical facility, a collection of onlookers and mourners gather, whispering. They are likewise suspicious as many are quick to acknowledge their distaste for A.I.M's presence in their community.

"He was a bloody good man," says one onlooker as he shakes his head.

"A crying shame, I tell ya," adds another. His fingers point through the chainlink fence that surrounds the perimeter. "We should've run them out of here when we had the chance."

Coulson mingles among the crowd and pretends he's an American journalist on the hunt for an exposé. One especially talkative woman tells him that Andrew Fitz left behind a wife and young son, and she bats at tears when she says that it's a shame that a young boy is now fatherless.

He does his best to just listen. People, Coulson finds, answer without needing to be prodded and the community is quick to trust him, eventually introducing him to Susan and Leo Fitz.

The slim flaxen-haired woman clutches her son at her side and shakes Coulson's hand, thanking him for his condolences. The young boy, perhaps aged 7 or 8, stares up at him, his blue eyes are red-rimmed and his curly hair is stuck at odd, messy angles. Coulson offers the boy a weak smile and Leo looks away shyly.

The duo move toward the fence and while Susan cries and is consoled by her community of friends, the boy manages to detach himself from his mother's grip and weaves his way through the crowd.

Coulson makes a decision to follow Leo and watches as he walks the perimeter, his eyes affixed to the ground, disinterested in the action he leaves behind. He toes the dirt as he walks, his fingers dragging along the fence as though marking his route. Eventually, when he comes to the western perimeter of the factory the boy comes to a stop.

Coulson tucks himself behind a tree and hopes that he's well hidden as he watches Leo bend to the ground and trace the tips of his fingers in the wet dirt. There's a bit of an awkward struggle as he pulls at whatever is buried. With enough force he frees the object and dusts it off. It's a palm sized shard of metal and when the boy steps back, Coulson is stunned by what he sees next. His breath hitches in his throat and his mouth hangs agape, disbelieving.

As though nothing happened at all, the boy tucks the metal shard into his backpack and turns toward where Coulson is hiding.

"I know you're there," Leo calls out. "I wish you wouldn't hide. But that's probably whatcha do, in'nit?"

Before Coulson can answer, before he can explain himself, the boy runs off and retraces his path back to his mother and the crowd that envelops him.

Quelling his own curiosity, Coulson resists the urge to question the boy further. Instead, he remains in the shadows and eventually blends in among the mourners, lost among the many faces.

Later, when he reports his findings regarding Leo Fitz to Nick Fury directly, he's explicitly told to initiate Project Watchdog. Going forward, Andrew Fitz's young son, Leo will be monitored by S.H.I.E.L.D.

**_... to be continued..._**

**_Please leave a review if you're willing!_**


	2. Chapter 1

**A/N: **Some of you noticed the overlap in Fitz's backstory to that of "Story of Us." I'm working with a bit of a headcanon, so yes there might be a bit more of that happening going forward. That being said, at times the storylines will diverge and for the most part the two story threads are not related. I am trying to have it fit into the larger TV show canon though.

Thank you to the wonderful lovelies that left reviews, followed and faved! You are amazing!

* * *

**CHAPTER 1: SECRETS**

When Jemma Simmons receives word that Academy director Anne Weaver wants to speak with her, she doesn't think she can be any more nervous. Her heart pounds in her chest and her fingers pull at the sleeves of her sweater. She tries to appear assured, her smile is just as wide as always, but on the inside her mind races with possible scenarios.

The secretary ushers her into the office and Agent Weaver looks up from her paperwork and motions to an oversized leather chair that sits before her. Her back straight, hands tucked perfectly in her lap, Jemma offers what she hopes is a confident smile.

"Jemma," Weaver says. "Thank you for coming on such short notice."

"Oh-" She replies with a stutter in her voice. "I hope everything is okay? I haven't done something wrong have I?" Her words betray her as they come out quick and racked. Jemma can't help but worry, she has barely been enrolled at the Academy for two weeks.

Weaver laughs. "Of course not. You must realize that S.H.I.E.L.D values your role within the organization?"

Jemma blushes, looking down at her hands. While she's used to hearing people praise her scientific abilities, she always finds it remarkable that there are people- important people- paying attention to what she does.

"Truly; we see a great future for you here."

"Thank you," Jemma says softly. "I really appreciate all the mentorship that the Academy has provided, even from when I was a little girl. Being here at last- this is all more than I could've ever hoped for or even dreamed of."

"That's exactly what I was hoping you'd say. I won't waste your time with any more platitudes," the woman says, straightening in her seat. "You're aware that every agent here at the Academy has been thoroughly vetted? We take our psychological assessments very seriously and there are no exceptions to this."

Jemma nods, her fingers twisting in her lap. In spite of the compliments, she's still mentally preparing for the worst.

"Jemma, I've received direct orders from the highest levels," Weaver continues. "Director Fury himself has requested this." She pauses, measuring her words. "And Special Agent Abigail Brand has likewise approved it."

Jemma's eyes widen, her mouth falls open. "I don't understand. Director Fury? And _Abigail Brand?_ What could they possibly want with me? I'm just a biochemist."

"Agent Brand has read your dissertation and is quite impressed with your analysis of the Spartoi genome. She's specifically asked Director Fury for you take this mission. Rather, this highly _classified_ mission."

"But- but I'm just a student! I haven't been qualified as an active agent. I haven't even graduated. This sounds much too important. I'm sure that I'd be terr-"

"Jemma!" Weaver interrupts, her voice chastising. "You said this yourself moments ago- we've been mentoring you for years now. Do you think S.H.I.E.L.D would make any decision without first considering all the possibilities? For goodness sakes, Director Fury has backup plans to his back up plans!"

Jemma knows innately that she's acting childish, her instinctual refusal is marred by her fears of the unknown.

After a brief moment Jemma asks hesitantly, "What am I meant to do?"

Weaver nods and opens a folder marked with the familiar S.H.I.E.L.D logo. "You're familiar with Project Watchdog?"

She nods slowly; the tips of her fingers nervously trace the seams of the leather chair she sits in. She'd learned about Project Watchdog during her orientation from one of the Operations students who'd sat next to her at the opening lecture series. Apparently in Ops, there was whispers of it being a high clearance program wherein a list of the most valuable assets to S.H.I.E.L.D were tracked and monitored. The targets were mostly unaware of their status until they were deemed fit for service and entry into what was only labelled as Phase 1. Jemma had later heard that Phase 1 was, in fact, a cover for the development of a highly skilled team that would one day to work alongside Tony Stark, but it had never been confirmed and as far as anyone knew Phase 1 went unrealized.

"You want me to work on Project Watchdog?"

"Yes," says Weaver. "We'd like you to be a tracker."

"Me? A tracker?" Jemma can't help the shock that rises in her voice. Surely, she thinks, her assessments must've shown she'd be terrible at it; she's far too honest. And furthermore, _she's only a biochemist_. "But-"

Weaver raises her hand, silencing Jemma before she can protest. "You will be fine. It will require very little commitment from you. He's student here as well- specializing in Engineering and Weapons Development. In fact, I think that you'll find you both have a lot in common, he seems to be quite interested in the chemical applications of his field."

"What if he figures out that I'm tracking him?"

Weaver shakes her head. "He won't. He hasn't so far and we've been tracking him since he was a young boy. Just become his friend, the rest will fall into place. File your reports as required and if you notice anything unusual, let us know immediately. You'll be assigned a special device that will allow you to record your reports and once you graduate, we'll replace your position. It's too dangerous for us to keep trackers assigned to one person for too long."

"Is he a threat?"

She closes the file before her. "No. We don't believe so, but his last tracker was killed under suspicious circumstances. Jemma, we have a duty to protect him as best we can."

Jemma squares her shoulders and sits tall in her chair, feeling braver. She nods her head, feeling assured. "Then I'll do it," she says before crinkling her nose in confusion. "But how do I start?"

The older agent laughs and folds her hands before her. "That part's easy. We've reworked your class schedule. Just show up late to your first class. He'll end up being your lab partner."

...

Jemma Simmons likes being punctual for her classes. In fact, she often arrives early, seeking out the best seat in the classroom. But on her first day in Properties of Matter, she's purposefully late. She reminds herself that if asked she's to say that she fell asleep preparing for the class. Before she pushes the door open to the lab, she presses the edge of her spiral notebook to her face and hopes that it adds an element of realism to her story.

As Weaver had predicted, by her lateness she misses being able to choose her lab partner. Everyone has paired off and there is only one other person without a partner. It's exactly as planned.

She apologizes for her tardiness and Professor Vaughan points out to her partner. Jemma follows his finger to her target and she hopes that her disappointment doesn't register on her face.

She's met Leo Fitz once before.

While lost in the vast halls of the Academy and trying to find her way to her entrance examination room, she'd bumped into him accidentally. When she'd blushed and mumbled her apologies, he'd snapped at her, telling her to watch where she was going. She'd resisted the urge to do the same in return and chose to comment on his obvious accent. Jemma had forced her smile wide and said that it was nice to see other Brits vying for acceptance into the Academy.

Rather than engaging in a friendly exchange, Leo Fitz had instead scowled at her as though she was a creature on the bottom of his shoe and pushed past her. In that instant, Jemma had vowed to avoid the mysteriously miserable Scottish boy if she ever did encounter him again.

Now, he would be unavoidable.

_Of course it had to be him._

She resists the urge to groan; in addition to being constantly punctual, Jemma is also polite. Instead she offers a ghost of a grin and asks what she's missed. Without looking up, he tears the handout at its center and hands her the bottom half.

"This is your bit," he says, pointing absently with the eraser side of his pencil. "Don't screw it up because I don't intend on failing."

She scrunches up her face. "Well I wasn't exactly planning to."

"Good," he retorts, eyes not leaving his paper. "Because half of these people here are imbeciles and I'd hate to have been paired with one of them."

Jemma is speechless. She's horrified by his comment and wonders what she did to deserve such torture. Rather than offering a half-witted reply, she decides to ignore him and focuses her attention on the work before her. It's a simple activity, she thinks and she makes quick work of the equations. When she finishes and passes him her answers, he's stunned.

"You're done? Already?"

She's silently pleased that she seems to have impressed him and nods. "I thought it was pretty easy. We did these all the time in my doctoral program back at Cambridge. Now some of those ones were difficult!"

Leo stares at her, it's as though he wants to say something but thinks better of it. Instead, he asks, "You went to Cambridge?"

She nods and Jemma can't help the smile that has found its way to her lips. She wonders if she's impressed him.

"I went to M.I.T," he remarks simply before returning to his own worksheet.

Jemma's smile fades and she can't decide if he's saying it as though it's fact or if he's trying to one up her. She resolves not to ask and watches with her chin in the palm of her hand as he finishes his half of the calculations.

When Leo stands to submit the work to Professor Vaughan, Jemma stops him. She noticed him make an error and wants to ensure that it's perfect. His face reddens when her pencil moves quickly about his half, correcting.

"There," she says, returning the sheet to Leo. "Perfect."

"Chemistry isn't really my thing." Leo says, shrugging his shoulders. "I'm meant to be in engineering, but I figured I should learn this sort of stuff."

Jemma isn't sure how to respond and so she chooses not to. Instead she watches her new charge carefully, unsure of what to make of him just yet. She's still unclear as to why _she_ of all people was chosen and as Leo yawns dramatically and rolls his eyes at Vaughan's attempts at humour, she can't help but wonder who Leo Fitz really is. What about him makes him so special that the higher ups have had him tracked? Surely by now they should have some idea of who or what he is?

When class ends, Leo gathers his backpack from the floor and turns to Jemma. "I'm Fitz," he says, jutting his hand out. "Good to work with you."

Her eyebrow cocks in surprise, but she recovers quickly and shakes his hand; a practiced smile on her lips. "Jemma Simmons. It's a pleasure." Leo's head tilts slightly and she suspects that maybe her lie doesn't sound as fluid as she'd thought. She's about to try and make her words seem more believable, but Leo shrugs and turns, exiting the lab.

Later in her room, when exhaustion riddles her body, she buries her face into her pillow wondering what she's gotten herself into. She half considers calling Agent Weaver and backing out of it entirely. Leo Fitz, she's certain, is _terribly insufferable_.

**_...To be continued..._**

**_Please leave a review if you can!_**


	3. Chapter 2

**A/N: **Someone on tumblr discovered via the IMDB for Guardians of the Galaxy that there is a "Dr. Fitz" listed in the credits. Speculation is rampant as to whether there is a relation to our Fitz. Ironically, I'd been idea bouncing a connection to GotG with Anytha, which then resulted in this fic. If you go back to chapter 1, you'll see a few GotG shout outs. I'm kinda freaking out that maybe I'm on to something with my speculation (although my fic is quite AU, there are elements that I wonder might show up in GotG or AOS).

Anyway, thank you to Dr. D for the science help! Can't do it without you. Literally. And thank you to the wonderful people who left amazing reviews. You seriously fuel my writing!

Last week I posted a one-shot called "Interrupted" based on the season finale. If you haven't read it yet, feel free to check it out!

* * *

**TENTATIVE FRIENDSHIPS**

Leo Fitz prefers to work alone. When Professor Vaughan forces him into a partnership with Jemma Simmons he can't help but scowl. The girl, he thinks is far too friendly and she's constantly trying to engage him in conversation. He's fairly confident in his belief that solitude is preferable to her incessant chatter, but she surprises him by catching his mistakes on more than one occasion and it impresses him.

He thinks that maybe he could get used to her, or at the very least tolerate her presence, but Leo has received a letter calling him before the Academy's review board. He suspects that he's on the verge of expulsion. He's fairly certain that a few of his professors dislike him and have filed complaints. He can't help but correct them; they _are_ wrong after all.

When the letter arrives tucked into his mailbox in the housing lobby, he can't help but laugh at the irony that the review meeting is on Halloween of all days. He wonders what the professors would think of him if he came in costume to defend himself.

As it is, the campus is abuzz and a few of his classes are cancelled due to the day's events. S.H.I.E.L.D, Leo thinks, must take Halloween fairly seriously as there are goblin games in the quad and the Student Union is busy preparing for their annual Monster Ball in the cafeteria. The students themselves wander the halls in various states of dress and Leo has already counted at least 15 zombies, four of which were of the "sexy" variety.

_As if there'd be sexy zombies in an apocalypse._

Deciding that he's in no mood for the festivities, he decides to explore the library's collection of Howard Stark's inventions. He's fairly confident that by the end of day he'll likely not have access to the collection due to the revoking of his student clearance. He's always wanted to see a transistorized blast gun up close and decides that he may as well to use the free time before his interview.

As he enters into the revolving doors at the library's entrance, a rabbit and Santa Claus stall his efforts and he sighs, trapped between the doors. They're so busy flirting with each other that they haven't noticed that Santa's arm has locked the door in its place. Frustrated, Leo watches as the rabbit giggles, tugging at Santa's matted cotton ball beard, both ignorant of the hold up they're causing.

Leo's fist pounds against the glass in quick succession, the hollow beat calling their attention. "Aye! Will ya bloody well _move_?" His voice growls and the rabbit gives an annoyed look and steps backward, pulling door jam Santa back with her. Leo shakes his head angrily, finally able to enter the library. He's about to give them a piece of his mind when he hears a woman calling his name.

"Oh Fitz," the voice trills from behind him. "Glad I ran into you!"

Turning he sees Jemma, her arms cradling several oversized textbooks and he can't help the smile that creeps upon his face. On her head is an awkwardly sized green felt Panama hat and at her neck a long knitted scarf atop an orange cravat.

"Do you have a copy of the notes Hall gave us on mesenchymal cells in the Rigellian race? I can't figure out if their cells proliferate into fibroblasts or if-"

"Fourth Doctor?" He asks, interrupting, tugging at the sleeve of her brown velvet coat.

"What?"

"This," he points at her outfit with laughter in his voice, his earlier frustrations already a distant memory. "Tweed vest, terribly knitted scarf-"

"My Nan knitted this scarf!"

"-awfully fitted hat. You're the Fourth Doctor. Clever."

Jemma blushes and her fingers tuck a loose strand of hair behind her ear. "Not quite. People keep asking me if I'm supposed to be my dad. I don't know whether I should be insulted or not." Her mouth quirks in brief contemplation as her eyebrows furrow. Shaking off the thought, her eyes rise to meet Leo's. "Why aren't you in costume?"

He shrugs, not quite sure if he wants to tell Jemma the exact reason for his costume-less attire. Instead, he chooses his next words purposefully. "Didn't feel like it. Halloween seems rather foolish. People dressed up in ridiculous costumes like they're still stuck in primary school."

"Hey now!"

Leo runs his hand along his tie and his eyes shift toward the floor. He wants to comment on the historical roots of Halloween and its relationship to the modern American consumerized practices, but his heart isn't quite in it. He can feel Jemma watching him expectantly; it's as though she's preparing herself for his onslaught. Instead, he surprises her by muttering an apology and digs his fists into his sweater's pockets.

Jemma's mouth opens to respond but she seems to think better of it and closes it just as quickly. After a moment, she asks instead, "So did you have those notes from Hall's lecture?" Her voice is soft and unsure.

Leo nods, patting the laptop case that hangs at his side. "I can email it to you if you want?"

"Excellent. Thank you." Her words hint at renewed levity. "It's hard to tell the Rigellian biology from the Rhunian one, isn't it? I mean, are the collagen fibers laid down in an organized or unorganized fashion?"

"Rhunians are unorganized. They look like giant humans with pointy ears," he says flicking at his own ears for added effect. "That should make it easier to remember."

Jemma stares at him for a moment, surprised. "Yeah. Thanks. That helps a lot." Her eyes flit to her watch and she taps her finger against its face. "Well, I'd better get going. Was hoping to get some homework in before the party tonight. You'll be there, right?"

"Yea. Sure. Probably." Leo can't meet her eyes. He's not entirely certain that he'll even be a student at the school in a few hours.

"I'll see you then!" Jemma moves to enter into the revolving doors but stops herself. She turns as though she has a second thought and unravels the scarf from her neck. Marching toward Leo, she loops it over his head and crosses it, tossing one end over his shoulder. "There," she says with a teasing smile. "Now at least you have somewhat of a costume."

Leo's head shakes and his hands pull at the scarf. "I can't-"

Jemma's hand waves for him to stop. "Return it to me at the party tonight. This way you're forced to come. Besides," she adds, her words playful. "It rather matches the granddad sweater that you've got on."

"It's not my-" But his protest hangs in the air as she's quick through the doors, her laughter carrying as she exits the library before he can finish his sentence.

...

When Leo is ushered into to the conference room at Barnes Hall, his heart beats nervously in his chest and his hands dig deep into the pockets of his oversized sweater. Jemma's scarf lays warm against his neck. He can't bring himself to remove it, he finds it strangely comforting.

Agent Weaver points to a lone chair at the center of the room and he takes a seat, his finger tapping against the mahogany wood of the armrest.

"Mr. Fitz, do you know why you're here?" Weaver asks, looking at the professors that flank her right and left.

Leo takes a deep breath; his eyes scan the room. He recognizes a few of his professors, some lean forward awaiting his answer and others like Vaughan, shuffle at the papers before them avoiding eye contact. If the tension in the room wasn't so thick, Leo suspects he'd have laughed at how ridiculous they all look.

"Mr. Fitz, you were asked a question."

He nods and gathers his courage. "I'd just assumed that you were to expel me."

"Thirteen notifications, Mr. Fitz. Thirteen." Weaver holds up the complaints to illustrate her point. When she returns them to her desk, the palm of her hand hits the table with a crack. "Never in the history of S.H.I.E.L.D Academy has there been a student with so many complaints filed against them."

"So you _are_ expelling me then?" He can't hide the disappointment in his voice. Working for S.H.I.E.L.D had be his goal for much of his life, it was one of the last requests his father had made of him.

Weaver sighs and narrows her eyes at Leo. "We have a significant interest in you, Mr. Fitz. It is no secret that we think you have an acute ability and we would like to foster that. But each of your professors finds your behaviour trying. Your classmates complain about your attitude. Each one suggests that you incite arguments, are rude and make little effort to get along with those around you. Do you even have one friend here?"

Leo looks down at his lap. His fingers twist into a hole in the scarf and he swallows hard. He knows the answer but he can't bring himself to say it aloud. It is one thing to live the life, yet it's entirely different to admit it for all to hear.

Weaver clears her throat in an attempt to break the silence. "That's what I-"

"Wait," he says suddenly. His finger knots around the edge of the scarf; he has an idea. It's a brazen one and a partial lie and the professors all look at him expectantly, waiting for him to continue. He measures his voice and wills the words to spill out convincingly. "I do. Have a friend that is."

Weaver raises her eyebrows. "Oh?"

"There's this girl." He says as his eyes shut. He can't bear to see their reaction, thinks that they won't believe him and expel him just the same. Or worse, send him to the Sandbox. "She's my lab partner; she's in all of my classes. Simmons. Her name is Jemma Simmons."

Weaver's cheeks darken slightly and her eyes jump to the papers that lay before her. Once again, she clears her throat before she speaks. "Very well. But you understand the position your… attitude puts us in? It's quite risky to what the program here at S.H.I.E.L.D stands for."

"Yes," he says softly. "I understand."

"Wait in the hall," she says, stiffly. "We'll call you back when we render our verdict."

…

Leo's dorm room is a mess. He has to kick at the laundry that litters his floor in order to cross his room. He turns the crank at his window and opens it, letting in the cool autumn air. The faint thump of music can be heard and he feels a guilty pang in his chest over his broken promise. He thinks he shouldn't feel guilty as a few hours earlier, he'd been completely convinced that he'd be spending the remainder of his night packing his bags. It was through sheer inspired thought that he'd even managed to save his place at the Academy and he's still stunned when he thinks about how his ploy worked.

Rare is the occasion that Leo thinks about his future. From when he was a young boy, he'd had only two goals in mind: entrance into S.H.I.E.L.D's Academy and the eventual membership into its agency. He'd never been curious about whether he could meet those goals, he'd always been confident that he could.

Leo has confidence in himself in part because of the last conversation he'd had with his father.

His father had always talked of the future. It was a surety to him; he knew what was to come and taught his son what to expect and how to prepare for it. Unlike his father, Leo feared the future and instead was obsessed with the past. The past held the answers he was looking for and it offered him the comfort he sought.

He fears looking into his future. He's afraid that what he'll see is only more of the same loneliness and solitude. But now, for the first time since he'd been given the opportunity to do so, Leo wants to know his future. He wants to step into it and _see it_.

His hand digs into his dresser drawer and he swipes his thumb along a scanner that lays hidden, releasing a trap door. Leaning down, he reaches under his bed and carefully removes a black silk bag. He shakes out its contents and a golden ring with a large orange stone at its center drops into his hand. Despite the many times he's seen it, the ring never fails to impress him. It had always seemed so otherworldly.

With practiced precision, Leo slips the ring onto his finger and twists. The room turns on its axis, throwing him into a blackened chasm. Eyes tightly shut, he thinks only of his future at S.H.I.E.L.D and when he opens them, the crisp autumn air is replaced by the humidity of the summer sun.

**_...to be continued..._**

**_Please leave a review if you can!_**


	4. Chapter 3

**A/N: I am so terribly sorry for having taken so long to get this chapter out. Work was insane these past few weeks and it would literally leave me drained by the time I'd get home. I knew the crunch was coming and had written out this chapter long ago- but upon rereading it, I was dissatisfied and ended up going back to the drawing board. Anyway, I hope to have a little more time to write now, so thank you for sticking with me and following this story! **

**There are a few Marvel shout outs in this chapter. They have a purpose. Bonus points go to the people who are able to piece it together and figure it out. Here's a hint: Fitz's ring isn't just any ring. Let me know in the comments your theories, I'd love to read them. **

* * *

**CHAPTER 3- CLOUDS OVER THE HILLS**

"You seem distracted." It's as though the words come from nowhere, a disassociated question intermingled with the thump of the bass that seems to rock the walls of the cafeteria.

"He's not here," Jemma replies automatically and without thinking.

"Who's not here?"

Jemma's eyes widen at the realization that she's vocalized her thoughts and that the question had come from an actual person standing next to her. Her hand slaps across her mouth as she turns toward the person who'd addressed her.

"Sorry, I didn't realize that was out loud," Jemma explains, grateful for the dimmed lights of the cafeteria which mask her embarrassment.

The girl laughs and holds out her hand. "I'm Katie. I see you sometimes coming out of Carlton Hall. I live on the first floor."

Jemma nods, offering a smile. Taking the girl's hand, she shakes it. "Right. Now that you mention it, I have seen you around. I'm Jemma."

"I know."

She raises her eyebrow and looks at the girl cautiously. "I'm sorry?"

Katie laughs again and casually pulls her long, curly dark hair to one shoulder. "Everyone talks about you. You're the one they say got recruited out of high school."

"Well- not quite," Jemma attempts to correct.

Katie smiles and shakes her head. "Either way everyone knows who you are, Jemma Simmons. You're practically a celebrity around here. Your work on the Spartoi genome? Ahead of its time!" She exclaims. "Who're you looking for anyway?"

"Leo Fitz. He's my lab partner." As Jemma says his name, a frustrated sigh escapes her lips. Tracking him, she thinks, might be more difficult than she'd ever expected.

There are fleeting moments when she believes they could really be friends. Weaver's not wrong- they do have a lot in common and he's beginning to talk to her more. But then there are moments when he snaps at her, correcting her or suggesting that she's in some way intellectually inferior because she's _just a biochemist_.

The conclusions he makes about her are ridiculous as her I.Q is higher than his and she handily surpasses him in the testing cycle. He'd grumbled miserably when she'd shown him her grade and then responded by telling her that she spent too much time on her homework. For the week that follows, he'd managed to avoid her; an impressive feat in light of the fact that their schedules were practically identical.

It's because of his overreaction to her achievements that Jemma decides to employ a tactic she'd learned in her Psychology class back at university. She purposefully pays attention to the moments that he responds positively to; she's noticed that he likes being right, so she intentionally sets up opportunities for him to boast. When Leo makes a distant comment about how he's always wanted to see a transistorized blast gun up close, she tells him about the Howard Stark museum and purposefully mentions that it's located in the basement of the cafeteria. She knows full well that it's in the library but as planned, Leo takes the bait and insists that she's wrong. When he smugly holds up his tablet and points to its location on the campus map, she can't help the smile that crosses her face.

She's also noticed a miniature TARDIS hooked to the zipper of his laptop bag and when Halloween arrives, she makes a point of dressing as one of the doctors. She's unsure which is Leo's favourite, but when she finds a felt Panama hat stuffed in a corner of the local Goodwill, she figures the Fourth will do. It's out of pure luck that she runs in to him at the library on Halloween and she concocts a need for his notes, feigning confusion over the differences between the Rigellians and Rhunians.

_As if anyone could ever mistake the two. _

She's amazed that he doesn't see through her ploy and she can't help herself when she ties her scarf around his neck. Jemma, at last, thinks that she's gotten better at being a tracker.

When Leo emails her his notes, she's surprised to find him congratulating her for having identified the mechanisms of the antibiotic resistance of the Morani earlier that day. It's because of Jemma, he notes, that S.H.I.E.L.D can now engineer a retrovirus to prepare for possible bioelectric warfare. She's so stunned by the compliment that she prints out a copy of his message and tacks it to the cork board in her room.

It's because of that sudden shift in Leo's behaviour that Jemma is baffled by his absence at the Halloween party. She'd figured he'd at least come to make fun of the consumerized nature of the holiday and criticise everyone's costumes. She mentions as much to Katie, desperate for some perspective on the situation and she's surprised by the mischievous smile that creeps across the older girl's face.

"Rumour has it he's been brought before the review board. I heard he had like fifty complaints filed against him."

"That's absurd!" Jemma declares. "He's not that bad!"

Katie raises her eyebrows at Jemma, expectant.

"They can't expel him!" Jemma corrects, stopping herself before she adds, _he's being tracked_.

Weaver would never expel him, transfer him maybe. But certainly, she thinks, expulsion wouldn't be something they'd consider.

"What's he like?" Katie asks, leaning forward. "Is he as smart as they say? I heard that he has plans to build an updated version of the Godkiller Armor. Do you think he really can do that?"

Jemma furrows her brows, confused by Katie's perception of Leo. Howard Stark had long buried the designs for the deadly armor, it was something S.H.I.E.L.D had taught the students in their first week of classes. No engineer, however talented, could possibly even begin to replicate the blueprints.

"The Godkiller?" Jemma says at last. "Goodness, I should think not. He's a bit unruly to deal with and a genius at weapons development, certainly. But the Godkiller is a bit extreme, no? No one outside of the Starks have ever managed to even come close to correctly creating something like it."

Katie nods and absently pulls out her phone and taps her thumb against its face. "Sorry," she says apologetically, absently waving her phone. "I forgot to tell my friend where to find me." She taps a few more times against its keyboard and tucks the phone back into her pocket, returning her attention to Jemma. "Well, this _is_ the Academy, right? If anyone can develop the Godkiller, it's someone here."

"But it's so dangerous!"

"Absolutely. But isn't that the point of S.H.I.E.L.D? If we're not at the forefront, developing weapons like the Godkiller, then what's the point of all this?" She pauses, eyeing the crowd that dances in front of her. "I'd wager that some enemy agencies have already secured students- like your partner- to develop weapons for them. Remember Hydra?"

"Well that's absurd! Fitz isn't Hydra," Jemma exclaims. "S.H.I.E.L.D defeated Hydra during the war. It's long gone."

Katie cocks her head to the side and eyes Jemma carefully. "It doesn't have to be Hydra. It doesn't even have to be anything," she notes. "Many a terrorist has operated on his own accord. Your Leo Fitz wouldn't be the first."

Her words linger in the air, stunning Jemma into silence. When she finally regains her voice it's not to address Katie's comments. It's instead to complain about the loud music and it's impact on her newly developed headache. As she excuses herself, Jemma's mind spins with the new information.

As she sets out into the night in search of her lab partner, there's a sinking feeling in the pit of her stomach that she's been missing something all along. Perhaps Katie is right and Leo Fitz has lulled her into a false sense of security.

...

When she arrives at Leo's building, her fingers swipe through the computerized directory at the entryway, seeking his buzzer identification. Emery... Ezekiel... Farthington… Fitz. With his name before her, her stomach climbs into her throat. Her fingers shake and she has to dial his number twice just to get it right. The line rings out more times than Jemma thinks to count and eventually disconnects. She's about to try for a second time, when the cell in her pocket vibrates.

Her phone's call display lists _Number Unknown _as the caller_._ "Hello?" She greets cautiously.

"Jemma?" The voice replies. "This is Agent Weaver."

"Oh!" She squeaks, surprised by the call from her superior. Pressing the phone closer to her ear as though it would muffle any sound, she moves away from the doorway and onto the sidewalk. "Is something wrong?"

"Not at all," Weaver replies. "In fact, I was just calling to commend you. We understand you've made great strides with our… little project, shall we say. Everything seems to be right on track."

Jemma's brows furrow. "You mean, he's still… I'm not... He hasn't..." Her eyes scan the area that surrounds her, fearful that someone could approach at any moment.

"We're very pleased with your progress. Whatever you're doing, keep it up."

"Really?"

"Yes. Certainly." Before Jemma can ask about the Godkiller Armor, or at the very least report on the rumours, there's a muffling on the line. "I must run." Weaver says hurriedly. "I just wanted to let you know that we're excited by your progress. You know where to find me if you need anything."

Jemma opens her mouth to respond but the line cuts, silencing her. She can't help her confusion, she's unsure of why Weaver feels that she's been successful when she's done nothing deserving of the compliment.

With a deep sigh, she turns on her heel and her body slams into a large mass that seems to have suddenly appeared before her. As she steadies herself, there's a cry of surprise upon her lips, but a familiar voice calls out angrily instead.

"Bloody hell! Will you watch-"

"Fitz!" She exclaims a little more loudly than she'd intended. His blue eyes widen; he's as surprised to see her as she is to see him.

_Where did he come from?_ Her mind instantly runs through her side of the conversation with Weaver, fearful of what she may have said aloud. "I-uh…" she continues, stuttering, desperate to find a legitimate excuse for her presence outside of his building.

"Why're you here?" He asks.

Her mind stalls and it's then that she notices that he's pale and disheveled. His eyes dart from side to side in search of something. "Is everything okay?" She asks, ignoring his question. His behaviour is unusual even for him and she thinks he seems panicked or even afraid.

"It's fine. Everything is fine," he assures her. Shaking his head, he repeats his question. "Why're you outside of my dorm?"

"I- I-"

He shakes his head again and bites at the tip of his finger. "Never mind. I returned your scarf, if that's what you're looking for. I left it with your building's security." Leo's heel bounces, his impatience written in every action.

"Oh. Okay," she nods. Her scarf had been the last thing on her mind, she'd practically forgotten about it. The silence between them is deafening as Jemma searches for something more to add, something that further justifies her presence. "You didn't come to the party," she says at last.

Leo's eyes soften, surprising Jemma. It's a strange reaction to her question, especially for someone who'd been so fidgety seconds earlier.

His hand runs the length of his tie, his fingers pulling it away from his torso. "Yea- there was some things I just needed to do." His thumb jerks over his shoulder, motioning toward the entryway and when his hand nervously moves to his hair for the second time, she notices the ring at his finger. It catches the brightness of the streetlight and seems to almost glitter, its orange hue so vibrant that Jemma's interest in the object is instantly peaked.

"That's a lovely ring," she remarks, pointing toward his hand. "Where did you get it?"

Leo's face darkens, the softness it'd once held lost. He digs his hand into the pocket of his sweater. "It was my da's," he says, his voice a low grumble.

"Oh. I just thought it looked really familiar. I must be wrong," Jemma shrugs her shoulders and tries to remain calm, steadying her breath. She knows she's seen the ring before. "The gem is very stunning. Is it one of a kind?"

"Nah," Leo says dismissively, his heel bouncing anew. "I'm sure there's probably a million just like it," he quickly adds. "Listen: It's late and I'm bloody knackered, so I'm going in. If that's alright with you?"

He doesn't wait for her reply. Instead, he turns and beelines for the front doors of his building. As he's about to wave his keycard over the censor, he stops as if having second thoughts. "Simmons?"

"Yea?"

"I can trust you, right?"

With his back to her, she evens her voice and musters as much confidence as she can manage. "Absolutely."

He weighs her reply and Jemma holds her breath, awaiting his answer. Eventually his head bounces, nodding. "Good. I'll see you tomorrow, Simmons."

"Goodnight Fitz."

...

When Jemma returns to her own dorm room she immediately tears into every textbook that sits on her bookshelf, desperate to know why she finds Leo's ring so familiar. At first she thinks she'll have the best luck with her geology texts, but those turn up empty. It's the same with her books from Cellular biology, Organic chemistry, Genetics and Human Anatomy. It's only when she's flipping through the textbook she figures the least plausible- Xenoarchaeology- that she finds what she's looking for.

Rare is the occasion that Jemma finds herself swearing, but when her fingers flip to the entry on _Adam Warlock _she can't help the word that escapes her lips. There, under a subheading she finds exactly what she's looking for.

Time.

**_...To be continued..._**

**_Please leave a review if you can! _**


End file.
